Shift4 Payments Announces Proposed Public Offering of Class A Common Stock

Rhea-AI Summary

Shift4 Payments (NYSE: FOUR) announced a public offering of 1,791,818 shares of its Class A common stock alongside a secondary offering of 5,208,182 shares from selling stockholders. Additionally, Shift4 intends to grant underwriters a 30-day option to purchase up to 1,050,000 shares. The net proceeds from the primary offering will be used to purchase LLC interests for general corporate purposes, including potential acquisitions. Concurrently, the company is offering $500 million of convertible senior notes, not contingent upon the stock offerings.

Positive

• Shift4 raises capital through a public offering, enhancing liquidity.
• Funds from the primary offering may support acquisitions or strategic investments.

Negative

• The offering may lead to shareholder dilution.
• Shift4 will not receive proceeds from the secondary offering, impacting perceived value.

Shift4 Payments, Inc. (“Shift4”) (NYSE: FOUR), a leading independent provider of integrated payment processing and technology solutions, today announced that it intends to offer 1,791,818 shares of its Class A common stock for sale in an underwritten public offering (the “Primary Offering”). Certain entities associated with Searchlight Capital Partners, L.P. (the “selling stockholders”) also intend to offer 5,208,182 shares of Shift4’s Class A common stock for sale in the offering (the “Secondary Offering” and, together with the Primary Offering, the “Offering”). Shift4 also intends to grant the underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Shift4’s Class A common stock.

Shift4 intends to use its net proceeds from the Primary Offering to purchase LLC interests directly from Shift4 Payments, LLC at a price per unit equal to the public offering price per share of the Class A common stock in this offering less the underwriting discount and commissions. Shift4 Payments, LLC intends to use the net proceeds it receives from the sale of LLC interests to Shift4 for general corporate purposes, which may include acquisitions or investments. Shift4 will not receive any proceeds from the sale of shares by the selling stockholders.

Goldman Sachs & Co. LLC, Credit Suisse and Citigroup are serving as joint active bookrunners.

The Offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission. The Offering will be made by means of a prospectus and related preliminary prospectus supplement only. Copies of the preliminary prospectus supplement, when available, and the accompanying prospectus may be obtained from Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York NY 10282 (Tel: 1-866-471-2526, email to Prospectus-ny@ny.email.gs.com, from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560 (Tel: 800-221-1037 or email to usa.prospectus@credit-suisse.com) or from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146 or email to: Prospectus@citi.com).

Concurrently with the Offering, Shift4 is offering $500.0 million aggregate principal amount of convertible senior notes (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Shift4 also intends to grant the initial purchasers of that offering an option to purchase up to an additional $75.0 million aggregate principal amount of the Notes. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Notes. The offering of Notes is not contingent upon the Offering, and the Offering is not contingent upon the offering of Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Shift4 Payments:

Shift4 Payments (NYSE: FOUR) is a leading independent provider of integrated payment processing and technology solutions, delivering a complete ecosystem of solutions that extend beyond payments to include a wide range of value-added services. The company’s technologies help power over 350 software providers in numerous industries, including hospitality, retail, F&B, e-commerce, lodging, gaming, and many more. With over 7,000 sales partners, the company securely processed more than 3.5 billion transactions annually for over 200,000 businesses in 2019.

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FAQ

What is the purpose of Shift4 Payments' stock offering (FOUR)?

Shift4 Payments intends to raise funds for general corporate purposes, including potential acquisitions or investments through its stock offerings.

How many shares is Shift4 Payments offering in this public offering?

Shift4 Payments is offering 1,791,818 shares of its Class A common stock, while selling stockholders will offer an additional 5,208,182 shares.

What are the details of the concurrent offering of convertible senior notes by Shift4 Payments (FOUR)?

Shift4 Payments is offering $500 million in convertible senior notes in a private offering, exempt from registration requirements.

Will Shift4 Payments benefit financially from the secondary offering?

No, Shift4 will not receive any proceeds from the sale of shares by the selling stockholders in the secondary offering.

What are the underwriters for the Shift4 Payments stock offering (FOUR)?

Goldman Sachs & Co. LLC, Credit Suisse, and Citigroup are serving as joint active bookrunners for the offering.